Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended in the Merger to be in the form of Exhibit A hereto and, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Vitria Technology Inc), Agreement and Plan of Merger (Blue Martini Software Inc), Agreement and Plan of Merger (Hanover Direct Inc)
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The At the Effective Time, the certificate of incorporation of the CompanyCompany will, as in effect immediately prior to by virtue of the Effective TimeMerger, shall be amended and restated in the Merger its entirety to be read in the form of Exhibit A hereto andAnnex II, and as so amended, such certificate of incorporation shall will be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided therein or by applicable Law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Sigilon Therapeutics, Inc.), Agreement and Plan of Merger (Acceleron Pharma Inc), Agreement and Plan of Merger (Prevail Therapeutics Inc.)
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The At the Effective Time, the certificate of incorporation of the Company, Company as in effect immediately prior to the Effective Time, shall be amended in the Merger to be in the form of Exhibit A hereto and, as so amended, such certificate of incorporation Time shall be the certificate of incorporation of the Surviving Corporation until thereafter duly amended as provided therein or by in accordance with such certificate of incorporation and applicable Law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Fairpoint Communications Inc), Agreement and Plan of Merger (Fairpoint Communications Inc), Agreement and Plan of Merger (Verizon Communications Inc)
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate Certificate of incorporation Incorporation of the Company, Company as in effect immediately prior to the Effective Time, Time shall be amended in the Merger to be its entirety as provided in the form of Exhibit A hereto B attached hereto, and, as so amended, such certificate of incorporation shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable Lawduly amended.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (National Home Health Care Corp), Agreement and Plan of Merger (National Home Health Care Corp), Agreement and Plan of Merger (National Home Health Care Corp)
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate of incorporation of the Company, as Company in effect immediately prior to the Effective Time, Time shall be amended in and restated as of the Effective Time as a result of the Merger so as to be read in its entirety as the form of amended and restated certificate of incorporation set forth in Exhibit A hereto and, as so amendedamended and restated, such shall be the Surviving Corporation’s certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Synergx Systems Inc), Agreement and Plan of Merger (Hirsch International Corp), Agreement and Plan of Merger (Hirsch International Corp)
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate of incorporation of the CompanyPurchaser, as in effect immediately prior to the Effective Time, shall be amended in the Merger to be in the form of Exhibit A hereto and, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter amended as provided therein or by in accordance with the provisions thereof and hereof and applicable Lawlaw.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Jevic Transportation Inc), Agreement and Plan of Merger (Yellow Corp), Agreement and Plan of Merger (JPF Acquisition Corp)
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The At the Effective Time, by virtue of the Merger, the certificate of incorporation of the Company, Company as in effect immediately prior to the Effective Time, shall Time will be amended and restated to read in the Merger to be in the form of its entirety as set forth on Exhibit A D attached hereto and, as so amendedamended and restated, such certificate of incorporation shall will be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided therein or by applicable Law, subject to Section 5.7.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Vapotherm Inc), Agreement and Plan of Merger (Vapotherm Inc), Agreement and Plan of Merger (Army Joseph)
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The At the Effective Time, the certificate of incorporation of the Company, as Company in effect immediately prior to the Effective Time, Time shall be amended and restated in the Merger its entirety to be in the form of set forth in Exhibit A hereto andB, and as so amended, such certificate of incorporation amended and restated shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter duly amended as provided therein or by applicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (National Western Life Group, Inc.), Agreement and Plan of Merger (American National Group Inc), Agreement and Plan of Merger (Brookfield Asset Management Reinsurance Partners Ltd.)
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate Certificate of incorporation Incorporation of the CompanyPurchaser, as in effect immediately prior to the Effective Time, shall be amended in the Merger to be in the form Certificate of Exhibit A hereto and, as so amended, such certificate of incorporation shall be the certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended as provided therein or by amended, subject to the provisions of Section 6.6 of this Agreement, in accordance with the provisions thereof and hereof and applicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sybron Dental Specialties Inc), Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Danaher Corp /De/)
Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (ai) The the certificate of incorporation of the CompanyCompany shall be amended and restated to conform to Exhibit B; and (ii) the bylaws of the Company shall be amended and restated to conform to Exhibit C, as in effect immediately prior to the Effective Time, shall be amended in the Merger to be in the form of Exhibit A hereto and, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Dell Inc), Agreement and Plan of Merger (Quest Software Inc), Agreement and Plan of Merger (Quest Software Inc)
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate of incorporation of the Company, as in effect immediately prior to At the Effective Time, the Company shall be amended in the Merger cause its certificate of incorporation to be amended, as of the Effective Time, to read in the form of its entirety as set forth in Exhibit A B-1 attached hereto and, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Digimarc Corp), Agreement and Plan of Merger (Digimarc Corp), Agreement and Plan of Merger (L-1 Identity Solutions, Inc.)
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended in the Merger to be in the form of read as set forth on Exhibit A hereto andattached hereto, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by in accordance with the provisions thereof and applicable Lawlaw.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Main Street Restaurant Group, Inc.), Agreement and Plan of Merger (Main Street Acquisition CORP), Agreement and Plan of Merger (Main Street Restaurant Group, Inc.)
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, Surviving Corporation shall be amended in at the Merger Effective Time to be read in the form of attached hereto as Exhibit A hereto andB, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by in accordance with the provisions thereof and the provisions of this Agreement and applicable Law, in each case consistent with the obligations set forth in Section 4.13.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Merisel Inc /De/), Agreement and Plan of Merger (American Capital Strategies LTD)
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate of incorporation of the Company, as in effect immediately prior to At the Effective Time, shall be amended in the Merger to be in the form of Exhibit A hereto and, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation shall be amended and restated pursuant to the Merger in its entirety as set forth on Exhibit B, until thereafter changed or amended as provided therein therein, subject to Section 5.8(b), or by applicable Law.
Appears in 2 contracts
Samples: Adoption Agreement (WPX Energy, Inc.), Registration Rights Agreement (Devon Energy Corp/De)
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended in the Merger to be in the form of Exhibit A hereto and, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by amended, subject to the provisions of Section 6.6 of this Agreement, in accordance with the provisions thereof and hereof and applicable Law.
Appears in 2 contracts
Samples: Agreement (Microtest Inc), Agreement and Plan of Merger (Danaher Corp /De/)
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The At the Effective Time, the certificate of incorporation of the CompanyCompany will, as in effect immediately prior to by virtue of the Effective TimeMerger, shall be amended and restated in the Merger its entirety to be read in the form of Exhibit A hereto andAnnex I, and as so amended, such certificate of incorporation shall will be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided therein or by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Paratek Pharmaceuticals, Inc.), Agreement and Plan of Merger (Radius Health, Inc.)
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended in the Merger to be in the form of Exhibit A hereto and, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable LawLaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aerogen Inc), Agreement and Plan of Merger (Nektar Therapeutics)
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) 2.1 The Certificate of Incorporation. The certificate of incorporation of the Company, as amended and in effect immediately prior to the Effective Time, shall be amended in the Merger to be in the form of Exhibit A hereto and, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation (the "Charter"), until thereafter duly amended as provided therein or by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Topps Co Inc)
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The Subject to Section 5.9 of this Agreement, at the Effective Time, the restated certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated to read in the Merger to be its entirety as set forth in the form of Exhibit A attached hereto and incorporated by reference herein, and, as so amendedamended and restated, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter amended as provided therein or by in accordance with the provisions thereof and hereof and applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rohm & Haas Co), Agreement and Plan of Merger (Dow Chemical Co /De/)
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, Surviving Corporation shall be amended in at the Merger Effective Time to be read in the form of attached hereto as Exhibit A hereto andB, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter duly amended as provided therein or by in accordance with the provisions thereof and the provisions of this Agreement and applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Specialized Health Products International Inc), Agreement and Plan of Merger (Bard C R Inc /Nj/)
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate Certificate of incorporation Incorporation of the CompanyMerger Sub, as in effect immediately prior to the Effective Time, shall be amended in the Merger to be in the form Certificate of Exhibit A hereto and, as so amended, such certificate of incorporation shall be the certificate of incorporation Incorporation of the Surviving Corporation until thereafter duly amended; provided that such Certificate of Incorporation shall be amended as provided therein or by applicable Law.to reflect that the name of the Surviving Corporation shall be “Datastream Systems, Inc.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Magellan Holdings, Inc.), Agreement and Plan of Merger (Datastream Systems Inc)
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The At the Effective Time, and without any further action on the part of the Company or Merger Sub, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, Merger Sub shall be amended in the Merger to be in the form of Exhibit A hereto and, as so amended, such certificate of incorporation shall be become the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided therein or by applicable Lawlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vickers Vantage Corp. I), Agreement and Plan of Merger (Sorrento Therapeutics, Inc.)
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) 2.1 The Certificate of Incorporation. At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, Company shall be amended to read in the Merger to be in the form of its entirety as set forth on Exhibit A hereto andhereto, and as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation (the "Charter"), until thereafter duly amended as provided therein or by applicable LawLaw (as defined in Section 5.1(j)).
Appears in 1 contract
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate of incorporation of the Companyattached hereto as Exhibit A, as in effect immediately prior to the Effective Time, shall be amended in the Merger to be in the form of Exhibit A hereto and, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by in accordance with the provisions thereof and the provisions of this Agreement and applicable Law, in each case consistent with the obligations set forth in Section 5.9.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ness Technologies Inc)
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate Certificate of incorporation Incorporation of the Company, as in effect immediately prior to the Effective Time, Surviving Corporation shall be amended and restated at the Effective Time to read in the Merger to be its entirety in the form of Exhibit A hereto D and, as so amendedamended and restated, such certificate Certificate of incorporation Incorporation shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
Appears in 1 contract
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The At the Effective Time, the certificate of incorporation of the Company, as Company in effect immediately prior to the Effective Time, Time shall be amended and restated in its entirety as set forth in Annex A to the Merger to be in the form Certificate of Exhibit A hereto andMerger, and as so amended, such certificate of incorporation amended shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter duly amended as provided therein or by in accordance with applicable LawLaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Central Garden & Pet Co)
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate of incorporation of the Company, as Company in effect immediately prior to the Effective TimeTime shall be amended as of the Effective Time as a result of the Merger as provided in this Section 2.05, and as so amended and restated, shall be amended in the Merger to be in the form of Exhibit A hereto and, as so amended, such Surviving Corporation’s certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cybex International Inc)
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The Subject to Section 5.7(b), at the Effective Time the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended in the Merger to be in the form of Exhibit A hereto and, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medtox Scientific Inc)
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, Company shall be amended so as to read in the Merger to be in the form of its entirety as is set forth on Exhibit A hereto annexed hereto, and, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided therein or by applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Restoration Hardware Inc)
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate of incorporation and the by-laws of the Company, Merger Sub as in effect immediately prior to the Effective Time, shall be amended in the Merger to be in the form of Exhibit A hereto and, as so amended, such certificate of incorporation Time shall be the certificate of incorporation and the by-laws of the Surviving Corporation Corporation, until thereafter amended as provided therein or by in accordance with applicable LawLaw (subject to Section 6.06(a)).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Compass Group Diversified Holdings LLC)
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate Certificate of incorporation Incorporation of the Company, as in effect immediately prior to the Effective Time, Company shall be amended in the Merger to be read in the form of its entirety as set forth as Exhibit A 1.04(a) attached hereto and, as so amended, such certificate of incorporation shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended as provided therein or by in accordance with the provisions thereof and hereof and applicable Law.
Appears in 1 contract
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The At the Effective Time, the certificate of incorporation of the CompanyCompany will, as in effect immediately prior to by virtue of the Effective TimeMerger, shall be amended and restated in the Merger its entirety to be read in the form of Exhibit A hereto andAnnex I, and as so amended, such certificate of incorporation shall will be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided therein or by applicable Law, subject to Section 5.7.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Circor International Inc)
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate of incorporation of the Company, Company shall be amended as of the Effective Time as a result of the Merger so as to read in its entirety as the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be amended in the Merger to be in the form of Exhibit A hereto En Pointe Technologies, Inc., and, as so amended, such shall be the Surviving Corporation’s certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (En Pointe Technologies Inc)
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended in the Merger to be in the form of Exhibit A B hereto and, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
Appears in 1 contract
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate of incorporation of the Company, as in effect immediately prior to At the Effective Time, shall be amended in the Merger to be in the form of Exhibit A hereto and, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation Company shall be amended and restated to read in its entirety as set forth in Exhibit A to the Certificate of Merger until thereafter amended as provided therein or by applicable Lawthe DGCL and such certificate of incorporation, as so amended and restated.
Appears in 1 contract
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate of incorporation of the Company, as in effect immediately prior to Surviving Corporation shall by virtue of the Effective Time, shall Merger be amended in the Merger to be form set forth as Exhibit A, until duly amended in accordance with the form terms thereof and applicable law and consistent with the obligations set forth in Section 6.6 of Exhibit A hereto and, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable Lawthis Agreement.
Appears in 1 contract
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended in the Merger to be in the form of Exhibit A hereto and, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
Appears in 1 contract
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended in the Merger to be in the form of Exhibit A hereto and, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
Appears in 1 contract
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, Company shall be amended and restated at the Effective Time to read in the Merger to be its entirety as set forth in the form of Exhibit A hereto and, as so amendedamended and restated, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation (the “Surviving Corporation Charter”) until thereafter amended as provided therein or by applicable Law.law and
Appears in 1 contract
Samples: Agreement and Plan of Merger
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended in and restated as of the Effective Time as a result of the Merger so as to be read in the form of its entirety as set forth in Exhibit A hereto andhereto, and such certificate of incorporation, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (MTS Medication Technologies, Inc /De/)
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate of incorporation of the CompanyMerger Sub, as in effect immediately prior restated and attached to the Effective TimeCertificate of Merger, shall be amended in the Merger to be in the form of Exhibit A hereto and, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
Appears in 1 contract
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The As of the Effective Time, the certificate of incorporation of the CompanySurviving Corporation shall by virtue of the Merger and without any further action, as in effect immediately prior to the Effective Time, shall be amended and restated to read in the Merger to be in the form of its entirety as set forth on Exhibit A hereto 1 and, as so amendedamended and restated, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable LawLaw (subject to Section 5.9(a)).
Appears in 1 contract
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate of incorporation of the Company, as in effect immediately prior to the Effective TimeTime (the “Certificate of Incorporation”), shall be amended and restated in the Merger to be in substantially the form attached hereto as Exhibit B (the “Amended and Restated Certificate of Exhibit A hereto and, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable LawIncorporation”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Black Knight Financial Services, Inc.)
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The Section 2.4.1 At the Effective Time, the certificate of incorporation of the Company, Company as in effect immediately prior to the Effective Time, Time shall be amended to read in its entirety to reflect the terms and provisions of the certificate of incorporation of Merger Sub as in effect immediately prior to be in the form of Exhibit A hereto Effective Time and, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable in accordance with the provisions thereof and Applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Check Point Software Technologies LTD)
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate of incorporation of the Company, as Company in effect immediately prior to the Effective Time, Time shall be amended in as of the Effective Time as a result of the Merger to be as provided in the form of Exhibit A hereto andthis Section 2.05(a), and as so amended, such shall be the Surviving Corporation’s certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law., as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Marlborough Software Development Holdings Inc.)
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended in the Merger to be in the form of Exhibit A B hereto and, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
Appears in 1 contract
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate of incorporation of the Company, as in effect as of immediately prior to the Effective Time, shall be amended and restated as of the Effective Time so as to read in the Merger to be its entirety as set forth in the form of Exhibit A hereto andA, and as so amended, such certificate of incorporation amended and restated shall be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter amended as provided therein or by in accordance with the provisions thereof and applicable Law.
Appears in 1 contract
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate Certificate of incorporation Incorporation of the Company, as in effect immediately prior to the Effective Time, Surviving Corporation shall be amended and restated at the Effective Time to read in the Merger to be its entirety in the form of Exhibit A hereto B and, as so amendedamended and restated, such certificate Certificate of incorporation Incorporation shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Creative Realities, Inc.)
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate of incorporation of the Company, Merger Sub as in effect immediately prior to the Effective Time, shall be amended in the Merger to be in the form of set forth on Exhibit A hereto and, as so amended, such certificate of incorporation shall A1 will be the certificate of incorporation of the Surviving Corporation until thereafter further amended in accordance with its terms and as provided therein or by applicable Law, subject to the obligations set forth in Section 6.7.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Associated Estates Realty Corp)
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended in the Merger to be in the form of attached as Exhibit A hereto to the Certificate of Merger and, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable Lawlaw.
Appears in 1 contract
Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) The At the Effective Time, the certificate of incorporation of the CompanyCompany will, as in effect immediately prior to by virtue of the Effective TimeMerger, shall be amended and restated in the Merger its entirety to be read in the form of Exhibit A hereto andAnnex II, and as so amended, such certificate of incorporation shall will be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided therein or by applicable Law, subject to Section 6.5.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Provention Bio, Inc.)
